Valhi Inc/DE – ‘SC 13D/A’ on 11/27/02 re: NL Industries Inc – EX-14

On:  Wednesday, 11/27/02, at 4:12pm ET   ·   Accession #:  59255-2-24   ·   File #:  5-35697

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          23    115K 
                          Ownership -- nl13d68                                   
 2: EX-14       Material Foreign Patent                                5     31K 

EX-14   —   Material Foreign Patent
Exhibit Table of Contents

EX-14
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FOURTH AMENDMENT OF CREDIT AGREEMENT

         This Fourth Amendment of Credit  Agreement (the "Fourth  Amendment") is
entered into as of November 1, 2002, among VALHI,  INC. (the  "Borrower"),  U.S.
BANK NATIONAL ASSOCIATION ("U.S. Bank"),  COMERICA BANK, PNB FINANCIAL BANK, and
TEXAS  CAPITAL  BANK  (collectively,   the  "Banks"),  and  U.S.  Bank,  as  the
Administrative Agent and Issuing Bank.                                          

RECITALS

         A. The Borrower and the Banks are parties to a Credit  Agreement  dated
as of November 6, 1998, as amended by a First  Amendment  Agreement  dated as of
November 5, 1999, a Second Amendment Agreement dated as of November 3, 2000, and
a Third Amendment of Credit  Agreement date as of November 2, 2001 (which Credit
Agreement,  as amended,  is referred to in this Fourth  Amendment as the "Credit
Agreement"). Capitalized terms defined in the Credit Agreement and not otherwise
defined in this  Fourth  Amendment  are used in this Fourth  Amendment  with the
meanings so defined in the Credit Agreement.                                    

         B. The Borrower has  requested the Banks to extend the Maturity Date of
the Credit Agreement for a period of 364 days.                                  

         C. The Banks  have  elected to renew and extend for 364 days the credit
facility  governed by the Credit Agreement,  as more  particularly  described in
this Fourth Amendment.                                                          

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which hereby are acknowledged,  the parties to this Fourth Amendment agree as
follows:                                                                        

         1.  Amendment  of the  Credit  Agreement.  From and  after  the  Fourth
Amendment  Effective  Date (as that term is defined in  paragraph 3 below),  the
Credit Agreement hereby is amended as follows:                                  

                  (a) Amendment of Section 1.01 of the Credit Agreement. Section
1.01 of the Credit Agreement is amended as follows:           

         (i)      the  reference  to  the  date   "September  16,  1998"  (which
                  previously  was amended to October 24, 2001) in the definition
                  of the term "Agent Fee Letter"  hereby is deleted and replaced
by "October 17, 2002"; and                  

         (ii)     the reference to the date "November 5, 1999" (which previously
                  has been amended to November 1, 2002) in the definition of the
                  term  "Maturity  Date"  hereby  is  deleted  and  replaced  by
"October 31, 2003."                         

                  (b)  Revised  Annexes.  Annexes  I, II,  and III to the Credit
         Agreement hereby are replaced in their entirety with Annexes I, II, and
III attached to this Fourth Amendment.                        

         2. Extension Fee.  Contemporaneously  with the execution of this Fourth
Amendment,  the Borrower shall pay the Agent (for  distribution  to the Banks in
accordance with their Pro Rata Shares) an extension fee of $70,000.             

         3. Additional  Negative  Covenant.  The following  provision  hereby is
added to Section 5.02 of the Credit Agreement after subsection (h) thereof:     

             "(i) Relationship of Aggregate Exposure to NL Industries'
      Liquidity. Permit the Aggregate Exposure as of December 31, 2002, or
      the last day of any calendar quarter thereafter, to exceed two times
         the sum of (a) the total aggregate amount of unrestricted cash and cash
  equivalents of NL Industries as of the date in question, and (b)
    borrowing availability of NL Industries as of the date in question
       under bank facilities maintained by NL Industries (to the extent such
availability is not subject to dividend restrictions under the
respective loan agreement)."                                  

         4.  Representations  and  Warranties;  No Default.  The Borrower hereby
represents and warrants to each of the Banks that all of the representations and
warranties  of the  Borrower  set  forth in the  Credit  Agreement  are true and
correct as of the date of this Fourth  Amendment and no Default has occurred and
is continuing as of the date of this Fourth Amendment.                          

         5.  Effectiveness  of Fourth  Amendment.  This Fourth  Amendment  shall
become effective on November 1, 2002 (the "Fourth  Amendment  Effective  Date"),
provided  that the Agent has received  each of the items  specified  below on or
before such date:                                                               

                  (a) Counterparts. The Agent has received a counterpart of this
         Fourth  Amendment  executed  by each  of the  parties  to  this  Fourth
Amendment;                                                    

                  (b) Payment of Extension  Fee. The Agent has received  payment
         of the  extension  fee owed by the Borrower  pursuant to paragraph 2 of
this Fourth Amendment;                                        

                  (c)   Borrower's   Certificate.   The  Agent  has  received  a
         Certificate  of Secretary or Assistant  Secretary of the Borrower  that
         certifies (i) the title,  authority,  and true signature of the officer
         of the  Borrower  executing  this  Fourth  Amendment  on  behalf of the
         Borrower,  (ii) that the Borrower's  Certificate of  Incorporation  and
         Bylaws have not changed  since the  delivery of those  certified to the
         Banks as of the date of the original  closing of the Credit  Agreement,
         and (iii) resolutions of the Borrower's Board of Directors  authorizing
         the  continuation  of  the  credit  facility  governed  by  the  Credit
Agreement, as amended by this Fourth Amendment; and           

                  (d) Form U-1.  The Agent has  received a Federal  Reserve Form
         U-1 dated as of November 1, 2002,  duly  completed  and executed by the
Borrower and the Agent.                                       

         6. Counterparts. This Fourth Amendment may be executed in any number of
counterparts (which together shall constitute a single document).               

         7.  GOVERNING  LAW.  THIS FOURTH  AMENDMENT  SHALL BE GOVERNED  BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.   

         8. ENTIRE AGREEMENT. THIS FOURTH AMENDMENT AND THE CREDIT AGREEMENT AND
OTHER  CREDIT  DOCUMENTS  CONSTITUTE  THE  ENTIRE  AGREEMENT  AMONG THE  PARTIES
PERTAINING TO THE SUBJECT  MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS  AGREEMENTS,  UNDERTAKINGS,  UNDERSTANDINGS,  REPRESENTATIONS OR
OTHER ARRANGEMENTS,  WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, OF THE PARTIES
IN  CONNECTION   HEREWITH  EXCEPT  TO  THE  EXTENT  EXPRESSLY   INCORPORATED  OR
SPECIFICALLY REFERRED TO HEREIN OR THEREIN.                                     

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Fourth
Amendment to be executed by their respective  officers duly authorized as of the
date first written above.                                                       

THE BORROWER:                                  THE BANKS:                       

VALHI, INC.                                    COMERICA BANK                    

By /s/ Bobby D. O'Brien                        By /s/ Mark B. Grover            
----------------------------                   -----------------------    
Bobby D. O'Brien                                 Mark B. Grover           
Vice President and Treasurer                     First Vice President     

THE AGENT:                                     PNB FINANCIAL BANK               

U.S. BANK NATIONAL ASSOCIATION,                                                 
as Administrative Agent, Issuing               By /s/ J. Bart Bearden           
Bank, and Arranger                             -----------------------    
                                   J. Bart Bearden
                                         Senior Vice President

By /s/ Janice T. Thede                          TEXAS CAPITAL BANK              
-----------------------------                                             
Janice T. Thede                                                           
Vice President                                                            
                                     By /s/ W. Reed Allton
                                             -----------------------
                                  W. Reed Allton
                                         Senior Vice President

                                                  U.S. BANK NATIONAL ASSOCIATION

                                      By /s/ Janice T. Thede
                                            ----------------------
                                     Janice T. Thede
                                    Vice President

EX-14
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 ANNEX I

 COMMITMENTS

Texas Capital Bank                        $5,000,000                            
Comerica Bank                            $15,000,000                            
PNB Financial Bank                       $15,000,000                            
U.S. Bank National Association           $35,000,000                            
             -----------
Total Commitments                        $70,000,000                            

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ANNEX II

APPLICABLE LENDING OFFICES FOR BANKS

COMERICA BANK:                                                                  

Eurodollar Lending Office:                      Domestic Lending Office:        
-------------------------                       ------------------------        

Comerica Bank                                   Comerica Bank                   
Suite 900                                       Suite 900                       
4100 Spring Valley Boulevard                    4100 Spring Valley Boulevard    
Dallas, Texas 75244                             Dallas, Texas 75244             
Attention:  Janet T. Wheeler                    Attention:   Janet T. Wheeler   
            Corporate Banking Representative    Corporate Banking Representative
Telephone:          (972) 361-2652              Telephone:        (972) 361-2652
Telecopy:           (972) 361-2550              Telecopy:         (972) 361-2550

PNB FINANCIAL BANK                                                              

Eurodollar Lending Office:                      Domestic Lending Office:        
-------------------------                       ------------------------        

PNB Financial Bank                              PNB Financial Bank              
Suite 1300                                      Suite 1300                      
2911 Turtle Creek Boulevard                     2911 Turtle Creek Boulevard     
Dallas, Texas 75219                             Dallas, Texas 75219             
Attention:         J. Bart Bearden              Attention: J. Bart Bearden      
         Senior Vice President                             Senior Vice President
Telephone:          (214) 252-4137              Telephone:        (214) 252-4137
Telecopy:           (214) 252-4098              Telecopy:         (214) 252-4098

TEXAS CAPITAL BANK:                                                             

Eurodollar Lending Office:                      Domestic Lending Office:        
-------------------------                       ------------------------        

Texas Capital Bank                              Texas Capital Bank              
Suite 900                                       Suite 900                       
2100 McKinney Avenue                            2100 McKinney Avenue            
Dallas, Texas 75201                             Dallas, Texas 75201             
Attention:         W. Reed Allton               Attention:     W. Reed Allton   
                Vice President                              Vice President
Telephone:          (214) 932-6670              Telephone:        (214) 932-6670
Telecopy:           (214) 932-6604              Telecopy:         (214) 932-6604

U.S. BANK NATIONAL ASSOCIATION:                                                 

Eurodollar Lending Office:                      Domestic Lending Office:        
-------------------------                       -----------------------         

U.S. Bank National Association                  U.S. Bank National Association  
National Corporate Banking                      National Corporate Banking      
Division                                         Division               
Suite 400                                       Suite 400                       
555 S.W. Oak Street                             555 S.W. Oak Street             
Portland, Oregon 97204                          Portland, Oregon 97204          
Attention:         Janice T. Thede,             Attention:     Janice T. Thede  
                Vice President                              Vice President
Telephone:          (503) 275-4942              Telephone:        (503) 275-4942
Telecopy:           (503) 275-5428              Telecopy:         (503) 275-5428

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 ANNEX III

 ADDRESSES FOR NOTICES

THE BORROWER:                                                                   

Notice Address:                Valhi, Inc.                                      
Suite 1700        
5430 LBJ Freeway  
      Dallas, Texas  5240-2697
                   Attention:           Bobby D. O'Brien
                                                    Vice President and Treasurer
                 Telephone:           (972) 233-1700
                 Telecopier:          (972) 239-0142

THE AGENT:                                                                      

Notice Address:                U.S. Bank National Association                   
                 National Corporate Banking Division
Suite 400         
 555 S.W. Oak Street
    Portland, Oregon 97204
                  Attention:           Janice T. Thede
                                      Vice President
                 Telephone:           (503) 275-4942
                 Telecopy:            (503) 275-5428

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THE BANKS:                                                                      

COMERICA BANK:                                                                  

Notice Address:                Comerica Bank                                    
Suite 000         
4100 Spring Valley
 Dallas, Texas 75244
                   Attention:           Janet L. Wheeler
              Corporate Banking Representative
                 Telephone:           (972) 361-2652
                 Telecopy:            (972) 361-2550

PNB FINANCIAL BANK                                                              

Notice Address:                PNB FINANCIAL BANK                               
Suite 1300        
         2911 Turtle Creek Boulevard
 Dallas, Texas 75219
                   Attention:            J. Bart Bearden
                                               Senior Vice President
                  Telephone:            (214) 252-4137
                  Telecopy:             (214) 252-4098

TEXAS CAPITAL BANK:                                                             

Notice Address:                Texas Capital Bank                               
Suite 900         
  2100 McKinney Avenue
 Dallas, Texas 75201
                 Attention:           W. Reed Allton
                                             Senior Vice President
                 Telephone:           (214) 932-6670
                 Telecopy:            (214) 932-6604

U.S. BANK NATIONAL ASSOCIATION:                                                 

Notice Address:                U.S. Bank National Association                   
                 National Corporate Banking Division
Suite 400         
 555 S.W. Oak Street
    Portland, Oregon 97204
                  Attention:           Janice T. Thede
                                      Vice President
                 Telephone:           (503) 275-4942
                 Telecopy:            (503) 275-5428

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		10/31/03		1					10-K/A,  10-Q/A
		12/31/02		1					10-K,  10-K/A
Filed on:		11/27/02
		11/1/02		1
		10/17/02		1
		11/2/01		1
		10/24/01		1
		11/3/00		1
		11/5/99		1
		11/6/98		1
		9/16/98		1
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